Foundations of Commercial Law and Sources of Commercial Law

Law Relating to Business Structures

Principles of Contract Law

Law Pertaining to Sale of Goods

Introduction to Law of Agency

Negotiable Instruments

International Trade

Commercial Dispute Resolution

The first element of assessment comprises the preparation of an academic poster, accompanied by a five-minute oral presentation followed by a short question-and-answer session. The assessment brief will be issued in Week 6. The poster will be based on an overarching theme or problem scenario provided to students, drawing upon the key principles and concepts covered in the module.

The second element of assessment is a one-and-a-half-hour written examination, which will assess both the theoretical and practical aspects of the topics specified in the indicative content. Students will be offered a choice of questions, consisting of a combination of essay-type and problem-based scenario questions.

This module adopts a blended learning strategy designed to support students in achieving the stated learning outcomes through a combination of tutor-led contact time and directed, guided, and independent study, including preparation for assessments.

Students are expected to dedicate time on a weekly basis to independent learning activities, including essential reading, preparation for workshops, consolidation of lecture content, and engagement with formative assessment tasks. The remaining non-contact hours are allocated to structured assessment preparation, including participation in formative exercises and the review of feedback provided following the mock examination.

Teaching is delivered through a combination of lectures and small-group workshops. Lectures introduce and explain the Sri Lankan and selected English legal frameworks relating to commercial law, with particular emphasis on international trade and dispute resolution. These sessions are interactive, incorporating questioning and guided discussion to encourage active engagement.

Workshops are designed to consolidate understanding and promote the application of legal principles to realistic commercial scenarios. Through problem-based learning activities, students are challenged to develop reasoned legal responses to both established and emerging issues, fostering awareness of uncertainty, ambiguity, and the evolving nature of commercial law.

This learning strategy directly prepares students for the poster presentation by developing research, analytical, and communication skills, and for the written examination by reinforcing doctrinal knowledge and practical problem-solving abilities through continuous application and formative feedback.

1. Identify and explain the sources of commercial and contract law applicable in Sri Lanka and their relevance to contemporary business activities.

Knowledge and understanding

2. Demonstrate comprehensive knowledge and understanding of Sri Lankan commercial law relating to contracts, sale of goods, agency, company law, negotiable instruments, international trade, consumer protection, and commercial dispute resolution.

Research skills
Communication

3. Apply principles of Sri Lankan commercial and contract law to problem-based scenarios involving domestic and international commercial transactions, including the use of INCOTERMS and letters of credit, with limited comparative reference to English law.

Knowledge and understanding
Application and problem solving

4. Critically evaluate commercial practices, risk allocation mechanisms, and dispute resolution methods using comparative insights from English law and international commercial standards.

Critical reasoning and collaboration

Legal databases with access to statute and case law

Baskind E, Osborne G and Roach L, Commercial Law (4th edn., Oxford University Press 2022)

Marasinghe L, The Sale of Goods Law of Sri Lanka (Vijitha Yapa Publishers 2019)

Marasinghe L, Principles of International Trade Law (Vijitha Yapa Publishers 2013)

Weeramantry C, The Law of Contracts (Stamford Lake Publishers 2017)

Soyer B, Commercial Disputes (Informa Law from Routledge 2024)

Roach L and Eric Baskind and Greg Osborne, Commercial Law (5th edn, OUP 2025)

Beheshti R, Saintier S and Thomas S, Bradgate’s Commercial Law (4th edn., Oxford University Press 2024)

Note: The editions shown above are the most recent at time of writing but students should use the most recent edition at time of study.

This module provides a comprehensive introduction to the legal regulation of commercial transactions in Sri Lanka, supported by selected comparative perspectives from United Kingdom law. It is designed to equip you with a sound understanding of both traditional commercial principles and their application within contemporary and digital business environments.

The syllabus covers the foundations and sources of Sri Lankan commercial law, the legal framework governing business structures, and the core principles of contract law. You will also explore the law relating to the sale of goods, agency, negotiable instruments, and international trade, alongside the mechanisms available for resolving commercial disputes. Through this structured approach, the module enables you to appreciate how commercial relationships are created, managed, and enforced in practice.

Particular emphasis is placed on developing your ability to analyse commercial transactions from a legal perspective, with limited comparative reference to UK law to enhance conceptual understanding and promote best practice. This comparative element allows you to critically evaluate Sri Lankan commercial law in a broader international context.

This module is especially valuable for aspiring legal practitioners, as it provides the essential legal foundations required for advising clients, drafting commercial agreements, managing business risk, and resolving disputes in an increasingly globalized commercial landscape.